NORDSON CORP — Director's Dealing 2013

Jan 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2013-01-04

Reporting Person: Hilton Michael F (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-04	Common Shares	A	48868	—	Acquired	79041	Direct
2013-01-04	Common Shares	F	3988	$65.52	Disposed	75053	Direct
2013-01-04	Common Shares	D	43981	—	Disposed	31072	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-04	Share Equivalent Units	$	A	43981	Acquired		Common Shares (43981)	Direct

Footnotes

F1: Performance units awarded under the Amended and Restated 2004 Long Term Performance Plan convert to common shares on a one-for-one basis on settlement date.

F2: Performance units awarded under the Amended and Restated 2004 Long Term Performance Plan convert to common shares on a one-for-one basis. Reporting person elected to defer the receipt of 43,981 shares of common stock and received instead 43,981 share equivalent units under the Amended and Restated 2005 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 43,981 shares of common stock in exchange for an equal number of share equivalent units.

F3: Share equivalent units acquired through deferral of performance shares awarded under 2004 Long Term Performance Plan. Deferrals are made to the Nordson Stock Measurement Fund of the Amended & Restated 2005 Deferred Compensation Plan. Equivalent Units are settled in common shares at reporting person's termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A).